X Men Evolution First Class
by KingofJokers23
Summary: The world is changing. People with superpowers - mutants – have been appearing in cities the planet over. Two men start a school to help these people. Witness as it begins. Witness the First Class.


A young man and young woman walked the halls of the Harvard University building. The young man looked over his shoulder, feeling eyes watching them.

"Are you sure we should be doing this?" He asked.

The young woman lightly chuckled. "You wouldn't be having second thoughts about your own idea, would you?"

The man shook his head. "No, I just don't think this guy will be willing to help us." He then went silent as he overheard two male students talk about his cohort.

"Dude, did you see that red haired babe that just passed us?"

"What do you think I am, blind? She looks like she would a freak in the bed."

The young man clenched his fist in anger and growled. _'The second I get a chance I'll beat those assholes into the floor.'_

"But you won't." His partner scolded. "You have to stay calm, Hunter."

"Sorry, Jeannie."

"It's ok." Jean soothed. "I know you were just trying to protect me."

Hunter was relatively tall for a 21 year old with an athletic muscled frame. He had slightly tanned skin with short black hair and sharp, icy, steel-blue eyes. He wore a black short sleeve shirt, and blue jeans. He had a lion head tattooed on his right forearm.

Jean, who was 16, had a tall, athletic body with long ruby red hair and emerald green eyes. She was clad in tight blue jeans, purple backless tanktop and tennis shoes.

"Do you know if we're going the right way?" Hunter asked.

Jean smirked. "What? Can't you see him with your powers?"

Hunter sent a pulse of invisible energy out around him. It quickly spread out, allowing him to see everyone around him. But he couldn't find their target. "No. I don't know what his aura looks like. Without knowing what his aura looks like, it's like looking for a needle in a haystack."

"If you can only find someone whose aura you've seen, your sensing power is a little useless." Jean pointed out.

"Not true. I can use it to see through walls and anything you've touched, worn or even spit on leaves a trace of your aura, allowing me to find you." Hunter grinned.

"Well, his classroom is this way." Jean turned to the corner.

"How do you know?" Hunter asked.

'_That teacher we passed, I read her mind. I've known where we've been going this whole time.'_ Jean mentally responded.

"I would stop that. This guy is supposed to be very good at that." Hunter said.

After a few minutes of silence, Hunter glanced at Jean. He could practically see the concern written on her face, so he decided to speak up. "Is there something you want to ask me, Jean?"

Jean looked at him. "I'm just... It's... H-How are you doing? With everything?"

"I'm fine." He nodded then paused. _'Jeannie, those two guys are following us.'_

'_Really?' _She started to turn her head.

But Hunter stopped her. _'Don't look.'_

'_What should we do?' _Jean mentally asked.

'_I'm gonna kick their asses. If that's alright with you.'_

Jean nodded. "Go ahead."

"Go on ahead. I catch up." He kneeled to tie his shoe. The two men behind him and Jean stopped for a second but then walked right passed him. The moment they passed him, Hunter stood up and tapped one of their shoulders.

The young man turned around and was greeted by Hunter's fist. After seeing his buddy hit the ground, the other guy spun to face Hunter. He threw a punch, which Hunter blocked with ease then quickly slammed his fist into the man's to his solar plexus, doubling him over, followed with a knee to his face.

"If I ever see you guys look at my cousin like a piece of meat again, I'll break every bone in your bodies." He threatened then walked away to catch up with Jean.

Jean smiled as she watched her cousin get closer. "You enjoyed that."

"I did."

"This is his classroom." Jean said, gesturing to the door on front of them.

Hunter activated his sense power again. "He's alone." He opened the door and allowed Jean to walk inside first then followed and closed the door.

A young man stood at the front of classroom writing on the chalk board. He was in his early thirties, fairly tall with an average frame. He had short blonde, with light skin, and dark eyes. The man wore a white button up shirt under a dark grey sport jacket and slacks.

He briefly looked over his shoulder but quickly went back to work. "Can I help you with something?"

"Are you Charles Xavier?" Jean asked.

"I am." Charles confirmed.

"My name is Hunter Pryor and this is Jean Grey." Hunter introduced. "We're here to offer you a job."

"I already have a job. But thank you anyway."

"It involves teaching mutants to control their powers." Jean continued, dismissing Charles' statement.

Charles' eyes went wide for a moment then his face quickly returned to a neutral expression. "Mutants? Powers? You are aware how utterly mad you sound right now?"

Jean looked at Hunter, who glanced back and nodded. _'There is no point in the act innocent, Charles. We know you're a telepath.' _The teen girl sent her thoughts to Charles.

Charles sighed and finally turned to face them. "Sorry, can't be too careful. If you don't mind, I am curious, what are your powers exactly?"

"Well, I am a telepath, as you've seen, but I can also move objects with my mind." She upwardly gestured causing the desk to move into the air then she dropped it.

"Remarkable." Charles exclaimed. "And what about you, Mr. Pryor?"

"I can sense people's life energy; we've dubbed it their aura, along with manipulating my own aura." Hunter's forearm became shrouded in dark blue energy.

"Well, I appreciate you coming to me for help but I haven't taught mutants in years." Charles said.

"Not since Emma Frost. Am I right?" Hunter asked.

Charles' eyebrow arched. "How exactly do you know Emma?"

Hunter took a deep breath. "How long until your next class?"

"Truthfully, I am finished for the day." Charles stated. "Please sit down."

Jean and Hunter both took a seat. "It all started a few weeks ago." Hunter began.

"Actually, I was wondering if I could..." Charles placed his hand to his temple.

"Go ahead."

Charles started to read Hunter's mind. Hunter and Charles both opened their eyes to find themselves in darkness.

"_What did you do?" Hunter asked._

_Charles chuckled. "There is nothing to worry about, my friend. This is an astral plane. It will allow us to see your memories first hand as you explain me what happened."_

"_Like a television flashback?" Hunter asked._

"_Yes, like a television flashback." Charles said._

"_Ok. Like I was saying." Hunter restarted._

"_Up until a few weeks ago, I was a student of Emma's. I was also helping other younger mutants control their abilities. One day, Emma called me into her office."_

_Hunter and Charles watched as the dark void became a pleasant expensive-looking office. A young woman stood behind the wooden desk. __She was a voluptuous young 25 year old woman with long, platinum blonde and cold blue eyes walked down a long hallway. She wore a revealing white tanktop and white tight leather pants._

_Another Hunter walked into the room, soon after the image appeared._

"Good morning, Hunter. Did you sleep well?" Emma asked.

"Yes." Hunter nodded. "What did you need me for?"

"Right down to business?" Emma asked.

"It's early."

"I suppose it is." Emma agreed. "Cerebro has detected another mutant."

"_Cerebro?" Charles asked._

"_It's a mutant detection device. It allows a person with telepathic powers to..." Hunter explained._

"_I know what it is. I designed it, invented it." Charles said._

"_I knew there was no way Emma made that herself." Hunter said._

"_Tell me. Is Emma still in possession of it?"_

"_I'd rather not skip ahead." Hunter joked._

_Charles chuckled. "Yes, of course. Please continue."_

"Who is it?" Hunter asked.

"Alison Blaire."

"_The pop star?" Charles inquired._

"The pop star?" Hunter echoed his question.

"Yes." Emma nodded. "Her ability is Phono-photic transmutation."

Hunter's face became one of confusion. "Uh... Em, science wasn't my best subject."

"_It means her body __converts sonic vibrations into light energy, store the energy within her then re-convert the energy at will." Charles explained._

_Hunter nodded. "I know." He gestured back to memory._

"I apologize. She can change sound into light energy." Emma explained.

"Sounds cool." Hunter said. "So, you want me to get her?"

"Yes. She lives with her aunt Bridget and her family in Gardendale, New York. This is the address." Emma informed him and placed a paper on the desk.

"Got it." Hunter was about to leave but turned around. "Does she know she has superpowers?"

Emma thought for a moment. "I believe so. Why?"

"It makes introductions easier." Hunter smiled.

"_So, I went to Gardendale to talk with Alison." The office disappeared while the memory faded away and became small neighbor._

_The memory Hunter stood in front of a house. He checked the address to make sure it was right._

"_This is Miss. Blaire's house, yes?" Charles asked._

"_Yeah."_

Hunter walked onto the front porch. After activating his sense power, he could see two people in the house, one downstairs and the other upstairs. He rang the doorbell. After a few moments, a young woman opened the door.

The girl was fairly tall, delicate, willowy frame, with ample curves, and long wavy blonde hair, with thin streaks of pink and pink on the ends, and sapphire-blue eyes. She had lightly tan skin. She wore a blue tanktop, which showed her toned stomach and slim off-white jeans.

"Can I help you?" She asked.

"Are you Alison Blaire?" Hunter questioned back.

The girl sighed. "I'm sorry. I really don't like fans knocking my door and asking for an autograph."

"I'm not here for an autograph." Hunter said. "I'm here to talk with you."

An older woman walked down the stairs. "Who is it, Ali?"

Alison turned around to face her aunt. "Just a reporter."

"Not a reporter." Hunter said.

"Then who are you?" Alison's aunt – Bridget - asked.

Bridget was an average built woman in her late forties, with fairly long brown hair and green eyes, wearing black slacks and blue sweater.

"My name is Hunter Pryor. I work at a school for gifted teens." Hunter used his powers to make his right forearm glow.

"Uh...please come in." Alison said.

"Thank you."

After Hunter stepped into the house, the three of them sat down in the living room. "Please, Mr. Pryor. Can you tell us what is happening to Alison exactly?"

"Alison is what we call a mutant." Hunter answered. "And before you ask, there is nothing that can be done about it. She was born this way, no differently than how she was born with those beautiful blue eyes."

Alison smiled a bit. "So, the lights acting strange during my last few shows were caused by me."

"Yes."

"What do we do now? You work for a school; I assume you plan to train her with her abilities." Bridget asked.

"Yes and no." Hunter sighed. "The school I work won't be teaching you, other people will. Recently, I discovered my school is in league with criminals."

"Criminals?" Bridget became nervous.

Hunter nodded. "Until I find the device my boss uses to find mutants and put it out of commission, I can't leave there. But when I do, I'll be back to help Alison."

"So, all we have to do is wait." Alison said.

"Yes, just wait a little while and I'll..." His voice trailed off as he sensed a familiar aura. "Get down!" He threw his hands into the air, shrouding them in aura in the process, an aura dome formed around the three of them.

Just as the dome was finished, a car came flying through the wall. The automobile exploded on impact but the dome stayed solid.

"Mrs. Blaire?" Hunter asked.

Both Bridget and her niece were too scared to answer.

"Mrs. Blaire?" Hunter yelled.

"U-Um...yes?"

"Does your car have a GPS system?" He asked.

"Why yes it does." She nodded nervously.

"Good. I need you to get into your car, put Eaglegrove, New York into the navigator and head there. Once you get there, find the Sheriff, and tell him I sent you. After you say my name, he'll say, "Excellent weather we're having today." After that, respond, "Yes, but I always carry an umbrella." Do you understand?"

"Yes." Bridget said.

"Say it."

"Yes, but I always carry an umbrella."

"Good. When I lower my shield, you guys run." He dropped the dome and fired an aura bolt into the smoke. Thanks to his sense power, he could see that he hit his target. Hunter covered Bridget and Alison until they were safely out of the way. Not that he really needed to cover them, nothing had happened. In fact, Keller was gone.

"_This man, Keller, he went to report to treachery to Emma, did he not?" Charles asked._

"_You like to interrupt the story." Hunter joked as the void appeared again._

_Charles chuckled. "What happened after this?" _

"_Well..." The void changed again into a blue sky._

Hunter streaked across the sky; he knew what he had to do.

At full speed, it didn't take him long to get back to the school. Normally he would land by the front door but he wasn't in a caring mood at the moment. He blasted through the roof and floated through the hole

The students of Emma's school, The Massachusetts Academy, watched as he came down with his arms folded. All of them were in the red and black training uniform of the school.

There were seven students at the Massachusetts Academy. Julian Keller was 18, with athletic frame, with short, black hair, and cold icy blue eyes. Keller was a powerful telekinetic for his age. He was the second strongest member of the team. The strongest being Hunter himself.

Next to Julian was Santo Vaccarro was 17 and the tallest member of the team. His mutation turned him into jagged rock man. He had no hair and dark eyes.

Sitting on Santo's shoulder, Victor Borkowski was athletic and thin 15 year old boy, with scaly green skin. He had brown eyes, spiked carapace instead of hair, spikes running up his arms and razors sharp claws on both his hands.

On the other side of the room was Angelica Jones, 17, with long, light-red hair, blue eyes, and a slender body. Her power allowed her to manipulate microwave radiation, to generate powerful heat-rays from her hands.

Next to her was another girl, Cessily Kincaid, 16, had an athletic body with short red hair and sliver eyes. Cessily's powers caused her to turn into non-toxic liquid mercury. While in that form, she could shapeshift and her red hair became a metallic blue.

Talking with the two other girls was Sharon Smith, also 15. Sharon had long bright purple hair, sharp contrast to her gold slitted eyes. She had slender frame, like her friend, Angelica. Her mutation changed her into a half-feline form, with incredible speed, agility, and the heightened senses.

The last teen was John Proudstar. Proudstar was a 19 year old Native American youth. He was six feet tall, and well-built, with long, black hair, and dark brown eyes. His mutant gift gave him great strength and stamina, which made him an excellent fighter.

Emma strode into the room. She looked up at Hunter.

"Hunter, Julian informs me that you told Ms. Blaire and her aunt that we are criminals. That can't be true, can it? She asked.

Hunter looked down at her. "Yes, it's true. I told her that because I'm done, Em."

"Done? Done with what?"

"This. You. Your School. Your masters. I'm done with all of it." He charged a sphere of energy. "And I'm going to make sure you can't locate any more mutants." He shot the sphere at the wall, which rapidly grew when it hit the wall, making a massive hole. "And I'll destroy this school to do it if I have to!"

Emma's mind was racing at Hunter's decree. If he were to find and destroy Cerebro, she would never be able to re-make it and their recruitment operations would be stopped. She finally ordered her team. "STOP HIM!"

Julian lifted Santo with his powers and threw the rock teen at Hunter. Hunter, in response, simply moved upwards, causing the human projectile to miss completely.

Hunter fired a beam at Julian, who lifted the wood floor and numerous objects around the room and made a shield out of them. The beam dug into the shield, which only caused Hunter to shoot another beam, only with more power. This time the beam pierced straight through the shield, sending the telekinetic teen flying backwards.

While Hunter was dealing with Julian, Angelica was able to sneak behind him backed up by Victor, who climbed up the wall. Angelica fired a heat ray at the older teen's back, only for it bounce off a dome, which surrounded her target, protecting him.

"You didn't think I forgot about you two, did you?" He turned to face them.

The red haired girl shot another ray, which Hunter easily batted away and fired back, sending the girl back. She slammed against the wall and fell to the ground. Hunter flew down and caught the unconscious girl then placed her down on the ground.

After he placed Angelica on floor, he was slammed by a flying puddle of metal. Cessily was covering him in her liquid form. Hunter struggled and fought it but, like quick sand, the more he fought the worse it was getting for him.

"Excellent work, Cessily." Emma smiled.

"Thanks, Ms. Fro..." The metal girl started then exploded, sending her into multiple directions across the room.

Hunter groaned as he stood up. "This barrier dome has probably saved my life millions of times." He blasted Emma off her feet.

Watching his teacher go flying past him, John charged forward and waited at a safe distance. "Fight me like man, Hunter!"

"I would, John. I really would but..." Two tendrils shot out from the dome, wrapped around Sharon and Victor and flung them away like ragdolls. They hit the opposite wall then the ground. "I knew you had back up."

His dome disappeared before Hunter shot another tendril, from his hand this time, at John, who dodged it and charged. He punched Hunter in the face. Without even thinking about it or realizing he could, Hunter incased himself in aura energy, protecting himself from John.

John cradled his now injured hand; it felt like he punched an armored tank.

Hunter grinned. "Wow, didn't even know I could do that." He shot another beam.

With no time to react, John took the full blast and was thrown backwards. With the students disabled, Hunter walked over to Emma, who was just getting up.

"Hunter, please don't do this." Emma took steps backwards. "Think about us. All we've been through."

"I am. That's why if you show me where you hide Cerebro; I won't have to hurt you." He responded.

"No, I can't do that. Without it, I can't find mutants and help them." She shook her head, then used her telekinesis to throw a couch at him.

The flying couch crashed harmlessly against Hunter's barrier dome. "You don't help them! You help yourself! You and your masters use mutants for their powers!" In a fit of rage, Hunter used his powers to slam his ex-girlfriend into the ground.

Hunter stood over her. "I was trying to give you a chance by asking you where Cerebro was. But I don't need you to tell me where it is. I can use my powers to see you're been recently."

Kicking his sense power as he talked, he saw Emma's aura trail lead to her office. Hunter started to walk away when he was hit by a blast of heat. He spun around to see the students starting to get up.

Julian threw Hunter through the wall behind him. Hunter stood up as quickly as he could and when he did, Sharon, in full cat form, lunged at him and pinned him down.

"You can't fight us all, Hunter." Sharon said.

Hunter chuckled. "I don't have to. I brought back up." He whispered to her. With that, Sharon was thrown off her feet by a psychic force.

The rest of the team was stunned by this turn of events, not having heard Hunter's statement. "Julian, what the hell?" Santo exclaimed.

Julian was wide eyed. "That wasn't me!"

"So you are the team my son talked so much about?" A woman floated down through the hole in the ceiling.

The woman, Hunter's mother, looked like she was Jean's identical twin sister, only she was in thirties. She wore a dark grey armored bodysuit with little grey gloves and heeled boots. On the right shoulder of the suit was an eagle insignia with SHIELD written above it.

"_That is your mother?" Charles asked._

"_Yeah." Hunter nodded. "Why?" _

"_She looks more like she would be Jean's mother." Charles pointed out._

_Hunter laughed. "You would be surprised how much we get that."_

"Your son?" Angelica asked.

Hunter stood back up while the other's backs were turn. "That would be me." He made a large aura bolt, and fired it at the team. It exploded into hundreds of smaller bolts, pelting them like a hail storm.

Meanwhile, his mother slammed them into the ground with a massive TK pulse. "Hunter, why did you come back here if you knew it would be a trap?"

"I needed to get something." He said. Hunter walked down the hall. He stepped into Emma's office, walked straight to her desk then turned to his left.

He shot a tendril at the wall and yanked, bring the secret panel of the wall down. Without the panel, Hunter could clearly see Cerebro. The device was a round control console with a seat in the middle and a metal helmet resting on the console.

"What is that?" Mrs. Pryor asked.

"Emma used it to find mutants." Hunter gathered large aura bolt. "I plan to destroy it."

The device began to move out of its hole. "I think it would be better if Henry had a look at this instead."

"I guess."

"_Mom and I left Emma's school and that was the last I saw of Emma."_

Hunter and Charles opened their eyes, back in Charles's classroom.

"Thank you for sharing those memories with me, Hunter." Charles said.

"So, you'll help us?" Jean asked.

"Yes, but I do have two requests. The first being, I want Cerebro."

Hunter nodded. "Fair. What's the second?"

"Have either of you heard of a town called Bayville?" Charles asked.

XXXXXXXX

"You live here?"

Charles glanced at Jean then back to large and spacious mansion in front of them. "If you are as serious about helping young mutants as you claim, which I know that you are, then we live here."

The mansion in its entirety looked pretty ok, if you could ignore boarded up windows, the unkempt garden and lawn, the faded paint, and the loud music coming from inside.

"There are four people inside." Hunter said. "I'll go tell them to leave."

Charles stopped him. "Allow me." He placed his hand to his temple. Within moments, the four trespassers came out, walking absently like they were all in a hypnotic trance.

Hunter noticed they were all teenage boys, roughly Jean's age. They were also wear red and white lettermen jackets. '_The cool kids always need somewhere private to hang out, I guess.'_

Jean, meanwhile, was only focused on one of the teens. The tall, blond-haired, green-eyed hunk stepping into the driver's seat of expensive blue convertible. _'Wow, that blond guy is hot.'_

As the mesmerized teens drove away, the three walked into the mansion. "It could use a little work." Jean said, optimistically.

"It could use a lot of work." Hunter said, sarcastically.

Charles chuckled. "I suppose it could. But it will be worth it."

"So, Bayville is your hometown." Jean asked.

"No, I haven't lived her since I was ten years old. Bayville was built after my family moved away." Charles explained.

Just then, a black sleek high-tech jet landed outside. "Looks like the others are here." Hunter said.

The other two watched as Hunter walked back outside. "We'll introduce you." Jean smiled to Charles.

"Thank you, Jean." They walked outside to meet the people in the jet.

The first person Charles recognized as Hunter's mother. However, instead of the bodysuit she wore in Hunter's memories, she was wearing a black long sleeve V-neck shirt and blue jeans.

The other was a tall thin man with long dark blue hair and blue eyes. He seemed to be around Charles' age and wore a button up green shirt and brown slacks.

"Charles, this is my mom, Madelyn Pryor and Hank McCoy." Hunter said.

"Hello, Charles. It's nice to meet you." Madelyn extended her hand.

Charles shook her hand with smile. "As it is to meet you, Mrs. Pryor."

"It's actually Ms. Pryor but just call me Madelyn." Madelyn said.

"Hank, you can deactivate your image inducer." Hunter said.

"I don't think I should just yet." He declined.

"You're among friends now, Hank." Charles insisted.

Hank looked at Charles. "Ok, I suppose." His hand went to the high tech watch around his wrist and took it off. With the hologram, his body became muscular and covered in thick blue fur. His hands and feet were large and ape-like in nature.

Charles chuckled. "Splendid."

"I'm going to get Cerebro out of the jet." Madelyn said then walked back to the jet.

Moments later, she walked back out with Cerebro floating behind her. She gently placed it down inside the building.

"I can't believe Emma actually finished it and got it to work." Charles studied the device.

"Well, unfortunately it isn't operable at the moment. Dr. Trask did something to it but I don't know what." Hank explained.

"I suppose we'll have to take a look and find the problem." Charles took his jacket off and handed to Hunter.

"And what are we supposed to do while you're fixing Cerebro?" Jean asked.

Hank and Charles looked at each other. "How about you fix up the grounds?" Charles suggested.

"That's good idea." Madelyn looked around and grimaced.

XXXXXXXX

Work on both Cerebro and the Mansion took several days. For Charles and Hank, the work was slow because they had to deconstruct Cerebro, inspect every part to find the problem, and then put the whole damn thing back together again.

For others, however, work was rather quick with the help of their powers. Thanks to Madelyn's telekinesis mastery, it took mere seconds to take the wood boards from the windows, then place new unbroken windows in their place.

But not everything the mansion needed to fix could be done with superpowers.

"Are you almost done?" Jean asked.

"Stop asking me that, Jeannie." Hunter said then got an electric shock from the wiring. "Ow! Fuc...!"

Jean giggled at her cousin's misfortunate. "That's a quarter in the jar." She teased.

"Bite me."

"Are you sure you don't want me to get Hank or Charles do this?" Jean asked.

Hunter screwed the light switch back into the wall. He flipped the switch and the lights turned on. The two looked up at the light then back to each other. "Nope."

"_EUREKA!" _Hank exclaimed in joy from the other room.

'_Everyone, come to the Main Hall immediately. We have finished.' _Charles' voice filled their minds.

"Well, I guess we should how this thing works." Jean said.

"Yep. And Jean, one thing before we go." Hunter nodded.

Jean's eyebrow arched. "Yeah?"

Hunter walked past her and stomp her foot. "Ow! Son of a bitch!"

"That's a quarter in the jar!" Hunter mocked.

Jean glared at Hunter's retreating form. "So, that's what we're doing!" She pushed him down the hall with a TK burst.

Hunter quickly responded with tendril that wrapped around Jean, and tossed across the room onto the new couch.

Charles, Hank and Madelyn waited in the Main Hall for Jean and Hunter. Madelyn looked at Cerebro then to Charles.

"Charles, how exactly does Cerebro work? She asked.

"Yes. I must say, I have been curious about that myself." Hank admitted. "Dr. Trask was somehow able to convince General Fury into classifying everything about this."

"With Cerebro, my telepathic abilities are amplified, enabling me to home in on someone with the X-Gene...wherever that person might be. However, the version you see now is the prototype. I can only find mutants whose powers are active." Charles explained.

"Incredible." Hank said.

"Where should we put it?" Madelyn asked.

"I've had some thought about..." Charles started but stopped when Hunter flew past them and slammed against the wall.

He recovered quickly and fired an aura bolt at Jean, who deflected but didn't see the second bolt until it was too late.

"What they fighting about?" Hank asked.

Charles read both of their minds. "Hunter shocked himself while fixing the wiring in the Common Room, causing him to swear, which Jean joked about a quarter in the jar." He looked at Madelyn. "A swear jar, I imagine. Then Hunter stomped on Jean's foot, making her curse as well, which turned into this."

Madelyn's eyes narrowed. She raised her hand, causing both teens to float into the air. "I swear I have raised children."

The two floating teens had the same reaction.

"She started it!"

"He started it!"

"Do you honestly think I care who started this?" Madelyn asked.

"We're sorry, Mom... I-I mean Aunt Maddie." Jean said.

Everyone looked at Jean, who seemed almost shaken at what she just said. Madelyn let them both down. She went over to Jean and placed her hand on the young teen's shoulder. "Honey, are you alright?"

Jean pulled away from her Aunt's hand. "I-I just need some air." She walked outside.

Hunter watched as Jean passed him before turning to the others. "Let me talk to her." He walked out after her. When he got outside, Jean was pacing back and forth, in fuss.

"Do you want to talk about it?" Hunter eventually asked.

"N-No."

"Ok." He said. "Should I call Dr. Harkness?"

"N-No."

"Well, you talk to me or talk to her." Hunter stated.

"I-I just I can't believe I did that." Jean said.

"Did what?" Hunter asked. "Call the aunt you have been living with for six years 'Mom'?"

"It's not that. It's the meaning behind it." Jean stated. "Oh god." She said with a gasp. "Wh-What if I'm forgetting my parents?"

"Jean, you're overacting." Hunter said, firmly. "Just because you call her 'Mom' every once and a while doesn't mean you're forgetting your birth parents. Whether or not they're dead."

"Maybe you're right." Jean admitted.

"Do you want a hug?" Hunter asked.

Jean didn't answer, just walked right over to him and wrapped her arms around him.

"I'll take that as a yes." Hunter chuckled. "Jean, I'm going to go back inside. Do you want a few minutes?"

"Uh-huh." She nodded into his chest.

He kissed the top of her head. "Take your time." He broke the hug and walked inside.

Charles, Hank and Madelyn watched him come in silence.

Finally, Charles broke the silence. "I can only imagine Jean has some personal issues when it comes to her mother."

Both mother and son glanced at each other and sighed. "Jean's telekinesis first manifested itself when she was ten years old..." Madelyn started.

"...when she was in the car with her parents and her best friend. Her power caused the car to crash. Jean was the only survivor." Hunter finished.

"My god." Charles gasped.

"I knew something happened to cause Jean to live with you but I had no idea." Hank said.

There was another moment of silence. This time Hunter spoke up to break it. "So, are we going to use this or what?" He gestured at Cerebro.

"Yes, of course." Charles walked over to it and sat down. He placed the helmet on his head. He began to start up Cerebro.

"Twenty bucks says it blows up in his face." Hunter whispered to Hank.

"I heard that." Charles said. With Cerebro powered up, Charles took a deep breath. "Here it goes." He reached out with his powers. He could feel them, all of them. He couldn't believe how many mutants there actually were. He was sharing their lives with them as he moved from person to person.

After a few minutes, he decided to stop and turned Cerebro to stand by. Charles took the helmet off and placed it on the console.

"So, how was it?" Hunter asked.

"Amazing." Charles responded. "You wouldn't believe how many of them there are. But I was located two that desperately need our assistants. A Kurt Wagner in Germany and a Scott Summers in Nebraska."

"We'll go to Nebraska, get Scott then fly to Germany and grab Kurt." Hunter said.

"I agree although I think we should talk with Kurt first." Charles agreed.

Hunter nodded. "Ok. So, Charles and I will go and you guys continue to work on the mansion." He and Charles started to leave.

"Not so fast, young man." Madelyn ordered. "You're taking Henry with you."

Hunter sighed. "Why?"

"You haven't clocked in enough hours in the flight simulator." Madelyn stated.

Hunter just rolled his eyes. "Fine. Come on, Hank."

With that, the men went over to the jet's hiding spot, hidden so nobody driving by could see it and after a few short minutes, flew away. Jean walked in just as they were leaving.

"Jeannie, how are you feeling?" Madelyn asked.

Jean weakly smiled and nodded. "I'm ok, Aunt Maddie. Where were they going?"

"Charles found two mutants in bad situations so they're going to get them." Madelyn explained.

"What do we do while they're gone?" Jean asked.

"I don't need a mutant locator to tell me what a certain mutant is." Madelyn smiled, knowingly.

XXXXXXXX

"I think we made a wrong turn somewhere." Hunter joked as the three of them stood in front of a massive prison.

"No, I sense Kurt is definitely inside there." Charles said.

"How exactly do we get inside?" Hank questioned. He was wearing his image inducer.

"Allow me." Hunter walked over to the guard in the small guard shack by the front gate.

Charles and Hank looked at one another. Both thinking Hunter was going to knock the guard out. "Wait, Hunter. I think this calls for a diplomatic approach."

Hunter ignored Charles' cries as he flipped out a badge and spoke with the guard. Hank chuckled at the sight. "I guess Hunter got his SHIELD badge."

"It would appear that way." Charles agreed.

As the gate opened up, Hunter gestured for them to come over to him. The warden met them inside the main building. He was an old creepy looking man. _"The guard tells me you are here to see a prisoner of mine and you are an agent of SHIELD." _He said in German.

"_Both are correct." _Hunter replied.

"_Which prisoner?"_

"_Kurt Wagner." _Hunter answered.

The warden turned to a guard. _"Lead them to Wagner's cell."_

The guard nodded and walked down the hall with Charles, Hank and Hunter following him. He led them down corridor after corridor. _"This is it." _The guard stopped and opened on of the reinforced doors. _"Call me when you are finished."_

The three went inside the cell and the guard closed the door behind them. The cell was dark, made it hard to see.

"_What do you want?" _A voice came from the darkness.

Hunter and Charles looked at each other before Hunter spoke._ "Kurt Wagner?"_

"_I am."_

"_Do you speak English, Kurt?" _Hunter asked.

"Yes." Kurt answered in English.

"Kurt, my name is Charles Xavier; these are my colleagues, Hunter Pryor and Hank McCoy." Charles said.

"It is nice to meet you but I'm still curious. Vhat do you vent?" Kurt asked again.

"We're here to help you, Kurt." Hunter said.

"You can't. Nobody can. Anyone vho tries to help just gets trapped here." Kurt said.

That got the other three curious. "Trapped? What do you mean by...?" Hank started.

The reinforced door opened behind them, reveal five guard with assault rifles aimed at them. "That's what he means by trapped."

"_Put your hands up!" _One of the guards ordered.

'_Hunter, I have read their minds. The guards force the inmates to fight here.' _Charles mentally said.

'_That's why nobody can help. The guards imprison anyone who discovers the truth.' _Hunter deduced.

"_I said, put your hands up!" _The guard exclaimed.

Hunter glared at the guards. _"Make me."_ His forearms started to glow dark blue.

With that, the guards opened fire. Their bullets hit a dark blue wall and fell innocently to the ground.

"Mein Gott." Kurt gasped.

_"Let us go and I won't fight back."_ He insisted.

The only response was more gun fire, which once again bounced off the wall.

_"Fine. I gave you a chance. Now, it's my turn."_ The wall sped towards the guards, slamming them into the wall behind them. Hunter turned to face his friends. "Who's ready to go home?"

"Are you going to accompany us, Kurt?" Charles asked.

Kurt jumped out from the shadows. Kurt had a lean, acrobatic frame with blue fur covered his entire body, his mid-length hair a dark blue-black, his eyes a glowing yellow. He had pointed, elfin ears, and tridactyl hands, with three fingers, and three-toed feet, with a long, blue, prehensile tail extending from his tail-bone. He wore an orange pullover under a black jacket and brown pants. All of his clothes were damaged and dirty and Kurt himself was dirty, bleeding a little, and had a few bruises.

"I vill."

XXXXXXXX

_Meanwhile..._

A young woman sat in a New York City outdoor café. She was 20 years old and had dark skin, long cloud white hair and light blue eyes. She wore a white shirt with long draping sleeves, and designer jeans.

She sipped her tea and flipped through the magazine she was reading. She was getting tired of waiting. _'I should just leave.'_

She dashed the thought of mind almost as quickly as it formed. She couldn't just leave; she had more respect for Madelyn than that. Although, waiting like this was getting to her. She shouldn't have to wait; she was a princess after all.

She frowned in annoyance and mused the idea of leaving again. She could come up with an excuse that would allow to leave. She could use her weather powers to make it rain. Instantly casting those ideas away when she saw Madelyn walking towards her. "Sorry for the wait, Ororo."

"Pay it no mind, Madelyn. I have not been here long." Ororo smiled.

"Well, thanks for coming. I know how busy your life can be." Madelyn sat down.

Ororo's face became one of worry. "Jean told me what happened with Hunter at that Frost woman's school. How is he?"

"He's fine." Madelyn said. "Ororo, I called you here for a reason. We have started a school to help mutants."

"What does Hunter think of this?" Ororo asked.

"It was his idea." Madelyn smiled. "He feels that Emma has the right idea but the wrong motives."

Ororo was silent for a moment before she took out her phone. "I'd feel better hearing this from Hunter."

The phone rang and rang until after a minute or two, someone answered the phone but it wasn't Hunter. _"Hello?"_

Ororo blinked. "Hello? Who is this?"

"_Charles Xavier." _Charles responded.

"Well, Charles, I wish to speak with the owner of the cell phone you answered." Ororo said firmly.

"_May I ask who this is first?"_

"Ororo Munroe."

"_Wait a moment."_

Ororo waited as the line went silence.

Finally, she heard a bamf sound before Hunter's voice came over the phone._ "Ro, what's wrong? Who's dead?"_

Ororo smiled softly. "Nobody. I'm just here with your mother and she says you are starting a school to help mutants."

"_We are." _Hunter answered before muttering. _"I wish I thought of talking to you."_

Ororo giggled at the comment. "She claimed it was your idea. I just had to make sure that was true."

"_Hey, Jackass! You mind? I'm on the phone!" _Hunter shouted.

Ororo's snowy eyebrow arched. "What are you doing?" She asked.

"_Busting a new friend out of a German prison." _Hunter responded.

"Oh, is that all?" Ororo joked.

"_Yeah. A usual day for..." _Hunter started before the line went dead.

"Hunter? Are you still there?" Ororo asked. She could actually feel the blood drain from her face as the dial tone answered her.

Ororo quickly redialed Hunter's cell number, only to hear. _We're sorry_ _the number you have dialed is currently not in service. Please check your number and try your call again._

She was remained silent as the phone slipped out of her grasp.

Ororo took off like a shot, jumping over the café fence, bolting across the street and into the alley. From there, she created a tunnel of wind to send her up into the sky then flew off to Germany.

She couldn't let the man she cared for, the man she loved, die.

XXXXXXXX

"This wasn't one of my best plans." Hunter blasted three guards into the wall.

"I agree." Hank nodded. He threw a guard and an inmate off of him.

"There was no way for you to have predicted the Warden would release the inmates and they would fight for him." Charles said. "Go to sleep." He commanded, forcing a mixed group of guards and inmates to fall asleep.

"I am vith Mr. Xavier." Kurt flip kicked an inmate into another.

Charles chuckled. "It's just Charles, my friend."

"We should be getting close to the door." Hunter said. He created a shield to block a shotgun shell. "Kurt."

Kurt saw the guard and nodded. "I got it." He teleported in the cloud of blue brimstone and reappeared behind the guard. Kurt grabbed the man, 'ported again this time to closed cell, and dropped the guard off and 'ported again.

"Excellent job, Kurt." Charles praised.

"Danke."

"Fighting these men one at time is become old." Hank said.

Hunter nodded. "Let's clear the field." He slammed his fist against the prison floor. His aura ripped through the floor, throwing anyone in its path away. "Be careful where you step."

"Quite."

Finally, the four of them made it to the main corridor. Three bullets ripped through the air, all aimed at Hunter, who easily incased himself in aura. They saw the warden standing in front of the front door, with a pistol in his hand and a circular shield in his other hand.

"Is that what I think it is?" Hunter asked.

Hank nodded. "I do believe it is."

"I'm gonna get it." Hunter started to walk towards the door, when his phone started to ring. He took it out of his pocket. "Charles, answer that for me." He handed his cell to Charles.

Hunter began to walk again. The warden shot at him frantically, only for the bullets to bounce off his armor. Two men jumped him but were quickly slammed against the walls.

'_Hunter, there is a woman on the phone. Her name is Ororo. She wants to speak with you.' _Charles telepathically said.

'_Ro, wonder what she wants?' _Hunter thought. _'Have Kurt bring me my phone.'_

Quickly, Kurt 'ported to Hunter's side. "Here."

"Thanks." He took the phone from Kurt. "Ro, what's wrong? Who's dead?"

"_Nobody. I'm just here with your mother and she says you are starting a school to help mutants."_

"We are." Hunter answered before muttering. "I wish I thought of talking to you." He punched another man in the face.

Ororo giggled at the comment. _"She claimed it was your idea. I just had to make sure that was true."_

Another guard came at Hunter with a shotgun. He fired numerous shots at Hunter but none of them did anything. "Hey, Jackass! You mind? I'm on the phone!" Hunter shouted. He grabbed the shotgun out of the man's hand before hitting him with it like a club.

"_What are you doing?"_ She asked.

"Busting a new friend out of a German prison." Hunter responded.

"_Oh, is that all?"_ Ororo joked.

"Yeah. A usual day for..." Hunter started before his phone exploded. "...me?" He looked at the destroyed device in his hand.

"_Nobody escapes my prison." _The warden sneered.

Hunter glared at the old man._ "You're going to wish you hadn't done that."_ He growled and fired a barrage of aura bolts.

The warden held up the shield, deflecting the bolts. _"You'll have to better that then, American._

'_So, that's what it feels like to have your shots to do nothing.' _Hunter thought. He continued to walk towards the warden.

The warden slammed Hunter into the wall using the shield._ "You fight well. It is a shame I have to kill you." _The warden said.

Hunter chuckled. _"I'm surprisingly hard to kill."_ He grabbed the shield and forced it down before head butting the old man. The man fell to ground. _"Let me take that off your hands."_ He took the shield from the warden.

The others caught up with him. "At least, we know it is real." Hank said.

"Yeah." Hunter nodded, looked down at it.

"Where did he get it in the first place?" Charles asked.

"Don't know. Don't care." Hunter said. "Let's get to the jet."

The group walked outside and found the front courtyard filled with guards, all with automatic rifles aimed at them.

Hunter looked around the courtyard. "This looked about right."

"_Put down your weapons and get down on the ground!"_

"Is it too late to back to my cell?" Kurt asked.

With no warning, a slight breeze began to pick up but kept getting stronger until it became a mighty tornado. "Hold on!" Hunter formed an aura dome around the group protecting them from the winds.

The guards, however, weren't so lucky, with no way to protect themselves from the torrent of winds, they were sent skyward, way pass the clouds.

When all the guards were out of the way, the winds died away, but picked up again slightly, just enough to catch the falling men and preventing them from dying.

"What an interesting weather anomaly." Hank said.

Hunter shook his head, as he dropped his dome. "Not an anomaly." He and group watched as Ororo touched down in front of them. "A princess."

Ororo instantly hugged Hunter. "I was so worried about you."

"Why?"

She looked up at him without letting go. "When I lost contact with you, I thought..."

Hunter held up his destroyed cellphone. "Bastard shot my phone."

"Oh..."

Hunter looked it over. "Shame. I really liked this phone too." He then looked down at Ororo. "Thank you for worrying though." He passionately kissed Ororo.

The weather goddess blinked as the kiss took completely by surprise but easily got into it. After Hunter broke the kiss, she just smiled. "Thank you for not dying." Ororo cooed.

"Can I borrow your phone? I need to make a call."

XXXXXXXX

Jean waited in the common room with an older man. He had gotten to the mansion a few minutes ago. She had met him a few times, he was a SHIELD Agent. Recently, he was promoted to Director of Mutant Operations, making him the one who would be working with them the most as would his people.

Jean looked over to the man. "Is there something I can get you, Mr. Dugan?"

"No, thank you, Ms. Grey."

Dugan was a tall muscular man in his forties. He had red crew-cut hair and mustache. There were two long scars across his face. He wore the standard SHIELD bodysuit with short sleeves and no gloves.

"Did Hunter say why he wanted you here?" Jean asked.

"No. But it better be important." Dugan said.

"What better be important?" Madelyn walked into the Common Room. "Agent Dugan."

"Agent Pryor." Dugan nodded. "Any idea where your son is? Said he had something to show me."

"If he called you, he must be close." Madelyn said.

"Mr. Dugan?" Jean asked.

Dugan turned back to Jean. "Hm?"

"How are things going with Wanda?" She inquired.

"I am also curious." Madelyn agreed. "How is she?"

Dugan sighed. "Not as well as we would hope. Harkness has hit a wall with her. It could take time to break through."

"Could I talk to her? She is my friend." Jean said.

"Jean, I doubt Agent Dugan has power over that. I believe that is Dr. Harkness' decision." Madelyn responded.

"I'll put in a good word for you." Dugan reassured.

Jean smiled. "Thanks."

"Good. Dugan is already here."

The three of them watched as Hunter and Charles came in.

"Agent Dugan, I'm Charles Xavier." Charles introduced himself.

"Nice to meet ya." Dugan said. "Why did you want me here, Kid?"

"I want you to negotiate with Fury for SHIELD facilities and security for the Xavier Mansion." Hunter answered.

Dugan sighed. "Kid, we talked about this. Fury ain't gonna sign off on that until you can prove this unit is worth it."

"Perhaps if you had something to barter with, you would be allowed better technology." Charles spoke up.

Dugan's eyebrow arched. "And what could I used to trade exactly?" He asked.

Charles and Hunter looked at each other and smiled knowingly. "Glad you asked." Hunter said.

Kurt 'port into the room with the shield in his hands. The red and white striped shield.

"Oh, my god." Madelyn gasped.

Dugan studied the shield. "Is it real?"

"Yes. I felt how real it was." Hunter said.

"Where did you get it?" Dugan asked.

"In zhe prison vhere I vas being kept." Kurt said.

"The warden had it in his possession." Charles stated.

Dugan took the shield from Kurt. "I could probably get Fury to agree with your terms."

Hunter nodded. "Good. But there is something else I want."

"What?"

"When the Holding Cells are fully built, I want Wanda Maximoff relocated here and to have Charles take over her therapy." Hunter explained.

Madelyn and Dugan looked over to Jean. "I wonder where you came up with an idea like that." Madelyn said.

Jean casually looked away right before Kurt 'port over to her. "Hello. My name is Kurt Wagner." He extended his hand.

"It's nice to meet you, Kurt." Jean smiled as she shook his hand. "I'm Jean."

"Alright, Kid. I'll see what I can do." Dugan agreed then he walked off.

"We should be leaving too." Charles said.

"Let's go talk to Scott." Hunter nodded.

XXXXXXXX

_Meanwhile..._

"Frost!"

Emma sighed to herself as Julian stormed into her office. Before abandoning the school, Hunter would stop the anger prone teen from coming to Emma to throw one of his tantrums.

Julian slammed his hands on her desk. "Frost, when are we going after that traitorous bastard?"

"When we are ready." Emma stated simply.

At that, Julian exploded. "When we're ready?" He screamed. "We've been ready! We can fight him."

"That is not what I meant."

"Then what do you mean?" Julian growled.

"Unless you have some magical way of locating Hunter, which I doubt, we need Cerebro and in order to get Cerebro we need to locate the man who built." Emma explained.

"If we can't find Hunter, then how are we supposed to find this guy?" Julian inquired.

"Simple. Because Hunter, Charles is not." Emma smiled. "Hunter has been trained to not be found if he doesn't want to be, Charles has not. Charles will be much easier to locate then Hunter will be."

"Ms. Frost!" Victor ran down the hall then into her office.

"Yes, Victor. What is it?" Emma asked.

"Santo and I were watching TV. And well, you should see it for yourself." He clicked on the television.

"_Since the beginning of the week, this old mansion has been the sight of construction as the apparent heir of the mansion, Charles Xavier, has decided to turn the mansion into a boarding school for gifted teenagers." _The camera panned to show Charles giving directions to some construction workers. _"Mr. Xavier seems to be working with another unidentified male." _The camera moved to show Hunter helping a few more workers pour some concrete.

Emma's smile turned dark. "It would appear we can kill two birds with a single stone." She turned to Julian and Victor. "We will need to be prepared for tomorrow."

"Tomorrow?" Julian glared at her.

"It's a little late to attack tonight." Emma said.

"Fine." Julian said as he and Victor left the room.

After Victor closed the door, Emma dialed a number into her phone.

_"Hello?" _A woman's voice answered.

"It's Emma." Emma said.

"_Ms. Frost, this is a bad time. I'm with my family having dinner." _The woman said.

"Do not worry, my dear." Emma soothed. "I will not interrupt your dinner. I was merely calling to tell you to clear your schedule tomorrow. We have a big day."

"_Ok. I will."_

"I will see you tomorrow." Emma smiled.

"_Good bye." _The woman said then hung her phone up.

XXXXXXXX

"Hey, we're back." Hunter said as he, Charles and Scott walked into the mansion.

Scott was surprising eager to join the school. In fact, he was already teaching himself how to use his power, shooting red beams of energy from his eyes. Although, he has no control of the blasts, due to a childhood brain injury.

He was fairly tall, well-built young man, with short, dark brown hair, and blue eyes... not that anyone could tell, his inability to control his powers forced him to wear a pair of red ruby quartz sunglasses at all times. He wore a grey t-shirt under a brown short sleeve button up shirt and blue jeans.

Kurt 'ported into view. He was now clad in a tan button down shirt under red long sleeve shirt and khaki pants. His injuries were all patch up and he smelled clean.

"Kurt, nice new clothes." Hunter commented.

"Zhanks, your mutter said, zhey used to belong to you." Kurt smiled. "I hope I can vear zhem until I get some clothes for myself."

"You can have them."

"Scott, this is another student of ours, Kurt Wagner." Charles introduced.

"Hello, Scott." Kurt nodded.

"Hi."

Kurt turned to Charles. "Ve vere just sitting down for dinner." He 'ported away.

They walked into the dining room where everyone was waiting.

Scott took one look at Jean, who was chatting with Ororo at the moment. _'Wow.'_

"What are we having for dinner?" Charles asked as he sat down.

"Better not be Mom's casserole." Hunter joked.

Madelyn shot him a dirty look. "What's wrong with my casserole?"

"You could torture prisoners of war with that casserole." Jean said.

Ororo grimaced. "It caused me to throw up the first time I had it."

"Just zhe first time?" Kurt asked.

Hunter chuckled. "The first time she had it was the last time she ate it."

"You're all comedians." Madelyn frowned.

"So, Scott, what are your powers?" Jean asked with a slight laugh.

"Um...well...I..." Scott stammered.

"...Doesn't have an indoor power. So, I think talking about it during dinner is a bad idea." Hunter jumped in.

Later that night, the students, along with Hunter and Hank, were in the Common Room, talking, just getting to know each other.

"...so while Jean and Hank were distracting the guy, War drops me right on top of him and I pull his helmet. After that, Jean used a telepathic blast to knock him out." Hunter finished his story.

"Vhere is zhis 'Magneto' now?" Kurt asked.

"SHIELD has him in a specialty made plastic prison. He won't be escaping anytime soon." Hank said.

"Oh, hey. You know what we need?" Jean inquired, rhetorically.

Ororo looked into the empty popcorn bowl. "More popcorn?"

"Yeah." Hunter nodded. He grabbed the bowl and handed it to Kurt. "Kurt?"

"I'm on it." Kurt, with the bowl in hand, 'ported away.

"No. We need codenames." Jean said. "I mean we're technically SHIELD agents now right? I want to be Marvel Girl."

"You certainly look like a Marvel Girl." Scott mumbled into his drink.

"What?" Jean asked.

"Uh...I think that sounds like a good name."

"You may call me, Storm." Ororo said.

"I don't want a codename." Hunter shook his head.

"Too bad. You're getting one. You're gonna be Aura." Jean said.

"Whatever."

"I believe a good codename for me would be Beast." Hank grinned.

Ororo turned towards Scott. "Scott, what about you?"

"Cyclops, I guess."

Kurt 'ported back with a full bowl. "Vhat are we talking about?"

"Codenames." Jean responded.

"Vell, in the German Circus, I vas known as Zhe Incredible Nightcrawler." Kurt smiled.

Hunter rolled his eyes, tired of this conversation. "Can we watch the movie now?" He asked.

XXXXXXXX

The following morning, the construction workers had all left with all the work finished. The workers were actually undercover SHIELD agents. After Dugan gave Captain America's shield to Fury, he had assigned some agents to help finish construction.

"It looks pretty good." Jean said.

"Agreed." Charles nodded.

"So, what do we do now?" Scott asked.

"Well, I think our next step should be enrolling..." Madelyn trailed off as her expression became distant.

"Madelyn, what's wrong?" Charles asked.

"I don't zhink she can hear you." Kurt noted.

"It's almost like she's sensing something." Jean stated.

Charles turned to Jean. "I don't sense anything."

Finally, Madelyn spoke. "It's not something a telepath can sense, only a telekinetic."

"What is it?" Hunter asked.

"It feels like a huge mass of telekinetic energy almost like..." Madelyn responded.

Now, Jean could feel it too. "...someone is gathering a bunch of it."

Out of nowhere, a powerful green telekinetic pulse hit Madelyn and sent her flying off into the distance, like a homerun ball.

"Mom!"

"That felt good."

Hunter growled. "Keller." He whipped around and fired an aura beam.

Julian blocked the beam with a TK pulse. "Awe...does someone need his mommy?"

The group turned around to face Emma's team, minus Santo.

"Emma." Charles said.

"Xavier." Emma frowned.

"What are you assholes doing here?" Jean asked.

"I'm glad you asked, my dear." Emma started.

"Isn't obvious, Jeannie?" Hunter interrupted. "Emma had waited until Charles finished building Cerebro before she took it and ran."

"I doubt she bothered to figure out how it was made or how it worked." Hank continued.

"And now she's here to take Charles and make him build a new one." Hunter smirked.

Emma scowled. "So, you know that much."

"We also know that if your students can fight Hunter and Madelyn by themselves, it is unlikely they can fight a group." Charles stated.

That comment made Emma's whole team frown but Emma's telepathy made them calm down. "Maybe, but I always come prepared."

On that cue, Santo walked out from behind the outer wall with an unconscious Alison in his arms. Her head lowered and her hair covered her face. "Give us Charles or Miss Blaire becomes a paraplegic."

Hunter and Charles glanced at each other before laughing.

"This isn't a joke!" Emma exclaimed.

"Maybe not but it is a trick." Charles said between laughs.

"Hunter, they're gonna hurt Alison!" Jean insisted.

Hunter calmed down enough to stop laughing. "No, they're not." He turned to Emma. "You would hurt a member of your own team, would you, Emma?"

Emma was taken aback by this question. "W-What are talking about?"

"How long did you wait before going to Alison's home and using your telepathy to make her your slave?" Hunter asked.

Alison's head rose up to where her hair was no longer covering her eyes. Her eyes once bright, now cold and angry. "Let me down, Santo." The golem teen released Alison, letting her drop to ground.

"How did you know?" Emma asked.

Charles shrugged. "We didn't."

"Her Aunt did." Hunter said. "Did you really think her family wouldn't notice a personality change?"

"I guess, we'll have to do this my way." Alison's eyes glowed white then a white light beam fired from her eyes. The beam hit Hunter in the chest and sent him backwards. He landed hard behind the mansion.

Julian smiled evilly. "I'm going after him."

Alison shrouded her body in light energy and flew after Hunter instead.

Julian ran towards the backyard but got slammed back into Santo. "That was good..." Madelyn floated back over to the Xavier group and touched down. "...for a sucker punch."

"Madelyn, are you ok?" Hank asked.

"Yes."

Julian glared at Madelyn. "Hellions, attack!" He ordered.

With a roar, Santo charged the group. Long before the large teen could get close, Cyclops rose his shades a bit, unleashing a optic blast that hit Santo like a speeding train. Despite the unbelievable amount of force as him, Santo dug in and slowly trekked forward.

"Can someone give me a hand?" Cyclops asked.

"I got your back, Cyke." Marvel Girl said. She slammed Santo with a TK pulse. That pulse tripped up Santo's footing and the optic blast did the rest, throwing the teen into the outer wall, and crushed part of the wall in the process.

"Uh...sorry, Charles." Cyclops scratched the back of his head.

"It's quite al..." Charles stopped when he felt Emma trying to enter his mind.

'_You have let your guard down, Xavier. Are you out of practice?'_

'_Maybe a bit. But I am still more than enough for you.'_

After seeing her friend getting blasted through a wall, Angelica blasted Marvel Girl with a heat blast. Marvel Girl deflected the blast with a TK shield then reacted with a pulse, sending Angelica sprawling.

Angelica was able to quickly recover and fly into the air. She fired another beam at Marvel Girl, which was once again blocked. _'It's like trying to fight Julian.'_

Marvel Girl grinned. "I'm nothing like your crush, Angie." She forced Angelica back to earth with a massive pull downward.

Angelica crashed hard into the ground. As fast as she could she got back onto her feet, which still took a few minutes, she unleashed a heat-beam, aimed at an unknowing Marvel Girl, who had moved on to help Nightcrawler against Sharon and Victor.

Marvel Girl took no time to recover, much to Angelica's surprise. Marvel Girl formed a TK bolt, and shot it at Angelica, who fired a perfectly aimed heat-beam.

Both attacks hit each other, rendering each one useless. Angelica flew high into the sky, hoping she would get out of Jean's range, allowing her to come up with a plan to fight the telekinetic.

"Ok, Angie. Think." She instructed.

"You know my therapist says talking to yourself is a bad thing."

Angelica whipped around, her eyes widened in shock as she saw Marvel Girl floating behind her.

Marvel Girl just smiled. "Surprise!"

She hit Angelica with a powerful TK pulse, sending her soaring towards the horizon. Marvel Girl flew after her opponent, passing Angelica then stopped just in front of the girl. She charged TK energy around her fist, more and more letting build around her hand.

As Angelica was able to regain control after reeling from Marvel Girl's blast, she could see said girl right front of her with huge amount of TK energy around her hand. She attempted to stop but that attempt was too late.

Marvel Girl punched Angelica with her TK powered fist, the combination of Angelica's speed and Marvel Girl's TK improved punch, knocked Angelica out cold.

Angelica's unconscious body started to fall, but Marvel Girl's TK field caught her and kept her a float. "Dr. Harkness would have a field day if she heard I let someone die."

After Julian's decree, Victor and Sharon fight Nightcrawler two on one. Victor lunged at Nightcrawler, trying to pin him down.

Nightcrawler simply flipped over the lizard teen with a chuckle. "Missed me!" He was facing Victor as Sharon snuck up behind him. "Care to try again, mein friend?"

Sharon wordlessly nodded to Victor. Both teen rushed Nightcrawler at the same time, who ported out of the way, causing them to crash into each other. They were able to recover and both looked around for the blue furred teen.

Nightcrawler reappeared on the mansion wall, laughing his ass off. "I can't believe you fell for zhat!"

"Teleporting?" Victor asked.

"That could get annoying." Sharon nodded.

Victor jumped onto the wall and climbed up after Nightcrawler. He swiped his claw at Nightcrawler but missed as Nightcrawler jumped from the wall to ground.

In the perfect spot for Sharon to pounce him, and pinned him to the ground. "Did you forget about me?"

Nightcrawler struggled to get out of Sharon's grip. "Honestly, Fraulein, I did." He admitted then smiled. "She however did not."

Sharon was thrown off Nightcrawler and slammed into Victor. "Whoa... déjà vu." She groaned.

"Kurt, are you ok?" Marvel Girl asked.

"Yes." Nightcrawler jumped back to his feet.

"Why didn't you teleport?"

Nightcrawler smiled. "I saw you coming to help me."

"We're a team, Kurt." A beam of fire hit Marvel Girl from behind, sending her to the ground.

"Jean!" Nightcrawler exclaimed then running to her side. Before he could get there, Victor grabbed him and threw him over to a waiting Sharon.

Nightcrawler ported in midair and appear behind Sharon, using his momentum to perform a powerful midair kick.

Victor slashed at Nightcrawler while he wasn't looking; only catching a bit of his back. _'I have to do something about zhose claws.' _Then he remembered something he saw when first got to the mansion. '_I've got it!' _He ported out of sight, leaving before Sharon and Victor scratching their heads.

"Where did he go?"

Nightcrawler ported back into view with a sword in each hand. "Look for me?" Victor swiped his claw, trying to slash Nightcrawler again but this time, the teleport teen blocked it with a sword. "Sorry, not zhis time."

Sharon tried her luck at cutting Nightcrawler with her claws but was also stopped by Nightcrawler's other sword. "Zhis time, I didn't forget about you."

As if they shared the same brain, Sharon and Victor used their other hands to slash at Nightcrawler, only to miss after he ported again.

Nightcrawler appeared on a nearby tree branch. "Vell, aren't you coming to get me?"

"I have a better idea. You're gonna come to us." Much like a frog's tongue, Victor's tongue shot out of his mouth and wrapped around Nightcrawler's forearm.

"Ok. Zhat is nasty." Nightcrawler grimaced before porting over to them, grabbing Sharon and porting back. "Let's see if zhis works." He grabbed Victor's long tongue and Sharon's tail then tied them together.

"Oh, this is nasty!" Sharon exclaimed.

"Ha da ya think I feel?" Victor asked.

Nightcrawler laughed as he watched Sharon and Victor try and untie themselves. He continued to watch for several minutes until he noticed Beast fighting John.

When Hunter was shot into the backyard, John also tried to run after him, still sore about his broken hand. However, Hank got in his path.

"Out of the way, little man." John frowned.

"I don't think Hunter would want you to interrupt with your apparent grudge." Hank said.

John chuckled a bit. "Are you going to stop me?"

"If I must."

"Fine." John threw a punch.

Hank caught the punch with ease. "Is this really necessary?"

John replied only with a sweep kick, knocking Hank to the ground.

"Fine." Hank growled. He took off his image inducer, revealing his true furry muscular form.

"Wasn't expecting that." John said to himself. He raised his hands into a fighting stance.

Beast punched John, who defended himself but was in vain, due to Beast's superior strength.

John knew this was going to be a tough fight.

But John wasn't the only one having trouble at the moment.

Hunter groaned as he got up. "That wasn't fun."

"I doubt you will be having any fun today."

Hunter looked over his shoulder and saw Alison floating behind him, her body shrouded in white light with little orbs of multi-colored light orbiting around her.

Hunter stood up and turned to face Alison. "I'm not afraid of you, Alison."

Alison smirked. "You should be." She fired her eyebeams.

Aura formed a small energy shield and easily stopped the white beams. He instantly retaliated with an aura bolt.

Alison protected herself from the bolt with a light barrier but she never saw the aura blast until it was too late. She slammed against the mansion wall and hit the ground.

"You shouldn't fight outside your weight class, Ali." Hunter said. He was blasted from behind again.

"That is excellent advice. I'll keep that in mind." Another Alison stood behind him.

Aura looked over to the Alison on the ground as she fizzled out of existence. "A hologram."

"Well, aren't you the smart one?"

Aura turned back around to her. "Emma has trained you well."

"She trained me in the same matter you were trained." Alison said. "I know all of your moves." Five more Alisons appeared around Aura.

Aura looked around to himself surrounded. "Oh, crap."

Cessily ran as Storm's lightning bolts kept hitting the ground just behind her.

Storm made a small funnel of wind to throw Cessily only to have the metal girl fall apart the second the winds hit her then reformed after the tornado disappeared.

"Santo!" Cessily shouted as she ran towards her rocky teammate.

Santo was shielding himself from Cyclops's optic blast. "Yeah?"

"Gamma Maneuver!" She turned her fingers into claws and threw the finger claws at Cyclops, causing him to turn his attention towards them.

Cyclops destroyed the flying finger daggers with a single optic blast and turned back to Santo. By the time he could, Santo had launched Cessily into the air.

Cessily used Santo to perform a flying kick but stopped before she was even close to Storm. "What the hell?"

Storm smiled. "Thanks, Marvel Girl."

The young telepath smiled back. "You're welcome."

Storm turned to Cessily. "Dodge this!" A bolt of lightning arched from the sky and struck Cessily down, electrocuting the metal girl.

Cessily groaned as she passed out and turned back into her human form. Marvel Girl floated the unconscious girl back onto the ground.

Both girls looked towards the fight between Cyclops and Santo then to each other. "Ready?" Storm asked.

"Yeah."

Together, the two blasted Santo with a combination of icy wind and a TK pulse. With all three forces hitting Santo from all sides, the stone-skinned teen lost the battle, and collapsed from exhaustion.

"So, that Santo, Cessily, Angelica, I saw Hank knock out John." Jean listed.

Kurt ported over to them. "I took care of Victor and Sharon." He pointed over to Victor and Sharon, who were still trying to untie themselves from one another.

"Ok. So, only Julian, Emma and Alison are left." Jean said.

As Jean finished, Julian went flying pass them, hit a tree and slumped down to the ground.

"Scratch Julian off the list."

"One of us should help Hunter." Scott nodded.

Jean shook her head. "He can handle Alison by himself."

Meanwhile, Aura was still surrounded by the Alisons.

"Which one do you hit?" The Alisons asked in unison with a laugh.

"The right one." Aura looked around to them.

"But which one is the right one?" One Alison questioned.

"If you choose wrong, the real one could blast you while your defenses are down." Another pointed out.

Aura smiled. "What make you think I have to choose?" An aura dome appeared around him then instantly expanded. The dome hit every Alison at the same time, causing it to phase though the fakes and sent the real Alison sprawling, the one that was behind Aura.

Alison was able to get back up in moments. "Very interesting. I didn't think you could figure a way out of that so quickly."

'_She's talking like Emma. What did she do to you, Alison?' _Hunter inwardly wondered.

Alison fired a light sphere at Aura, who just swatted it away like it was nothing. While Aura was distracted with the sphere, Alison got back to her feet and quickly produced a sparkling haze from her hands.

Aura glanced around in the fog. "You clearly don't know my powers as well as you think." He sensed Alison's aura through the haze. "I still see you." An aura tendril show out, grabbed Alison and slam her into the ground, knocking her out.

He walked over to her unconscious body. "Like I said, you shouldn't fight outside your weight class."

Emma and Charles were in a telepathic battle. _'Are you hoping to accomplish with this school, Charles?' _Emma mentally probed before attempting a telepathic blast.

'_The same thing I was hoping to do all those years ago.' _Charles stated, blocking the blast. He slashed at Emma's astral form with a telepathic sword.

She easily dodged the sword and smashed Charles to the ground with a large mace. _'It would appear are not as capable as you think.'_

'_Maybe but I am not the person you should be concerned about.'_

'_What do you mean?' _As if to answer Emma's question, she was hit from the side by a red energy beam.

Emma looked towards the direction of the blast. She saw her students piled on the ground unconscious while Charles's students seemed mostly unharmed.

"It's over, Frost." Madelyn said.

"As long as I still have the girl, nothing is over." Emma sneered.

"Well, this is awkward."

Everyone looked to see Hunter walking up to them with an unconscious Alison in his arms.

Emma frowned when she realized her plan had failed. _'I still have one final move left.'_ She thought. Emma sent out a quick telepathic command.

Charles was able to pick up the command, but couldn't stop it. "Shield your eyes!"

Just then, Alison's body exploded into light, like a flash grenade going off in Hunter's arms. The team was able to close their eyes, just in time.

After a minute, the light subsided and everyone opened their eyes. "Is everyone alright?" Cyclops asked.

Beast looked around. "It would appear so."

"They're gone." Storm noted. Emma and her students were in fact gone.

"Why didn't Emma take Charles or Alison?" Marvel Girl asked.

"Limitation." Charles answered. "Emma possesses telekinesis however she always focused on training her telepathy. Most likely she has to use all of her concentration to levitate her students."

"And if she did take Charles or Ali, I never would have let her get away." Hunter said.

Madelyn turned to Charles. "Charles, you're probably the best person to help Alison."

"Agreed. Let's get her inside." Charles nodded.

XXXXXXXX

_A few hours later..._

Alison's eyes fluttered open as she woke up. She sat up and noticed she was lying in a bed but it wasn't her bed. She stood up and went to the window. Looking outside, she saw a large backyard with pool, a basketball court and a sandy beach all the way in the back.

'_Where am I?' _She thought.

'_Alison, you're awake.'_

'_Ms. Pryor?' _Alison asked.

Madelyn mentally chuckled. _'Yes. And it's just Madelyn.'_

'_Where am I?' _Alison asked her.

'_I think Hunter should explain that.'_

Alison arched her eyebrow. _'Hunter's here?'_

"Nice to see you walking around." Hunter said from behind her.

Alison whipped around. "Hunter, how did I get here?"

"You were brought here." He answered. "How do you feel?"

Alison nodded. "Good. It's strange. For the last few weeks, it felt like my mind was in a fog but now, my head is completely clear."

"That's because Emma Frost, the woman you were told about, used telepathy to control you." Hunter explained.

Alison was silent for a minute, but finally worked up to ask. "She made do terrible thing, didn't she?"

"As far as we can tell, all she ever made you do is train." Hunter said.

"Train for what?"

"Train to fight me."

Alison's eyes widened at that statement. "Did I...?"

"You had some moves but you only got two shots in."

"Oh. Good. Uh...Where am I exactly?" She asked.

"We've decided to call the 'Xavier Institute'. It is a school to help mutants learn how to control their abilities." Hunter explained. "Your family is here too."

"Can I see them?"

Hunter smiled and nodded. "I'll walk you there."

Alison followed Hunter downstairs to the Common Room. She saw the girl she met at Eaglegrove last month, Jean; she believed her name was, and other teens sitting on couch.

"ALI!"

Alison was knocked to the ground by a small blur. Alison looked down closer at what tackled her. It was her cousin Jenny, who was a 10-year-old with auburn hair tied in pigtails, green eyes and freckles, clad in a pink sweater and blue pants.

"Jenny, where did you come from?" Alison asked.

Jenny laughed. "I was flying, Ali! Flying!"

Hunter looked at Jean. "Flying?"

"What?" She demanded. "Aunt Maddie used to do it all the time for me."

"Jenny, maybe you should let Alison get up." Hunter said.

"Ok!" Jenny hopped off her cousin, and ran back over to Jean. "Can you make me fly again!"

Jean smiled. "Sure, sweetie." She gestured, causing her telekinesis to lift Jenny.

Jenny giggled as she floated into the air and began to swim around the room.

Hunter helped Alison get off the floor as they watched as the little girl moved through the air, giggling like the Joker. Hunter turned to Kurt. "Kurt, keep an eye on her. Make sure she doesn't fall."

Kurt back flipped onto the back of the couch. "Ok."

"Your Aunt and Uncle are through here." Hunter gestured to a hallway.

Alison nodded and they walked down the hallway. As they approached the open door in the hall, they could hear a man's voice.

"I don't feel comfortable letting Alison stay here."

'_That sounds like Uncle Mike.'_

"Mr. Blair, I understand your concern for Alison. However I believe we are more than capable of keeping her safe."

Alison walked into office to see her aunt and uncle, along with Ororo, Hank, Madelyn and Charles.

Charles saw her and smiled. "Hello, Alison."

"Uh...Hi."

Upon seeing their niece awake, Bridget and Mike hugged her. "Thank goodness. You're alright." Bridget said.

"What you were you talking about?" Alison asked.

"We were discussing about having you joining this school." Ororo answered.

"Your uncle doesn't think it is a good idea." Madelyn said.

"It's not that. I just feel that Alison won't be safe here." Mike defended.

"She won't be safe at your house." Hunter pointed out.

"This time, we will on the lookout for this Frost person." Mike stated.

"And do what?" Charles questioned.

"He has a point, Michael." Bridget nodded.

"I want to stay." Alison said.

Hunter smiled. "That settles it. Alison is staying."

Mike turned to Hunter. "How?"

"She's 18." Hank said.

"Alison, it is your decision. If you really want to stay, we won't stop you." Bridget spoke up.

Alison looked back at Hunter and smiled softly. "I'd really like to stay."

"Ororo, can you show Alison to a room?" Charles asked.

Ororo nodded. "Ok." Ororo turned to Alison. "Follow me."

"Sure." Both girls walked out of the office.

Madelyn turned to Bridget. "There are a few things we have to talk about and a little paper work to do." Bridget and Mike followed Madelyn as she walked out of the room and down the hallway to her own office.

Hank and Hunter looked at each other, sharing a look. Charles caught this look. "Is there something we need to discuss?"

"Hunter, Madelyn, Ororo and I talked earlier and..." Hank started.

"We think you shouldn't leave the Institute grounds until Emma and her students are arrested." Hunter said.

"I agree."

"Charles, if Emma or her team got you alone, you wouldn't be able to fight them by yourself." Hank continued, not hearing Charles.

"Hank, I said, I agree." Charles chuckled.

Hank blinked. "Oh."

Ororo and Alison walked through the second floor hallway. Ororo glance at Alison for a brief moment. "Are staying because of Hunter?"

"What?"

"Is the reason you want to be here Hunter?"

Alison stopped. "Not the whole reason."

Ororo grinned. "Don't feel bad. I was just making sure."

XXXXXXXX

_Meanwhile..._

"_What do you mean you were unable to retrieve Xavier?"_

Emma gulped at the roar that was her master's voice. "My lord, I was not excepting Charles' team to be so capable. It was a mere set back."

"_You're students have been training for years. How could they have lost to Xavier's newly formed team?"_

"Well, sir, not all of Xavier's cohorts seemed to be students. Some of them appeared to be teachers, who were trained." Emma explained.

"_This failure is disappointing. We can't locate mutants without Cerebro. Get Xavier or Cerebro, Frost."_

Emma nodded. "Yes, sir." She then bowed. "Hellfire burns eternal."

_"Hellfire burns eternal."_

XXXXXXXX

(This is a reboot of my X-Men Heroes story. As you can tell, it is different. There will be some elements taken from Marvel Movies, like younger Professor Xavier. But the big story line will follow Evolution for the most part.)

(Leave all comments in the review page. And don't flame.)


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